- Home
- Legal
- Terms and Conditions
General terms and conditions of business
Simplico is the business name of Manuel Jeremias Herk .
Unless expressly stated otherwise, the contracting party is Manuel Jeremias Herk, trading under the business name Simplico .
Business name: Public Relations .
Business address: Tallach 113, 9182 St. Jakob im Rosental, Austria .
VAT number: ATU76803345 .
1. Scope
1.1. These General Terms and Conditions apply to all contracts, offers, services and other business relationships between Simplico and its customers.
1.2. Simplico provides services exclusively to entrepreneurs as defined in the Commercial Code.
1.3. Contracts with consumers are generally not concluded and require, in any case, an express separate agreement.
1.4. Any differing, conflicting or supplementary terms and conditions of the customer shall not apply unless Simplico expressly agrees to them in writing.
1.5. These terms and conditions also apply to all future services and subsequent orders, provided they have been effectively incorporated into the contractual relationship.
1.6. The following documents, in order of precedence, are decisive for the specific scope of services: individual written agreement, offer, order confirmation, service description, specification of requirements, data processing agreement and these General Terms and Conditions.
1.7. In case of contradictions between these documents, the more specific and individual regulation takes precedence over the more general regulation.
2. Subject matter of the contract
2.1. Simplico provides services in the areas of AI-supported automation, process automation, custom software development, system integration, AI agents, workflow automation, data processing, reporting and KPI automation, as well as technical implementation, maintenance and ongoing support.
2.2. The services may include, in particular, consulting, analysis, conception, technical planning, development, setup, integration, automation, testing, documentation, support, maintenance, monitoring and optimization.
2.3. The specific scope of services is determined exclusively by the respective offer, contract, project description, specification, order confirmation or any other written or verifiable agreement.
2.4. Simplico is only obligated to provide those services, functions, integrations, data processing, automations or results that have been expressly agreed upon.
2.5. No specific economic success, increase in sales, cost savings, conversion rate, increase in efficiency, data quality, ranking improvement or other business effect is owed unless expressly agreed in writing.
2.6. Simplico is entitled to use its own methods, frameworks, templates, internal tools, technical standards and reusable building blocks when providing services.
3. Offer and conclusion of contract
3.1. Offers from Simplico are subject to change and non-binding unless they are expressly designated as binding.
3.2. A contract is concluded by written acceptance of the offer, electronic confirmation, signature, order confirmation, payment of a deposit or by actual commencement of the project after approval by the customer.
3.3. Amendments, additions or side agreements must be in writing or at least verifiable confirmation via email, offer document, project management system or other documented communication.
3.4. Verbal agreements are only binding if they have been confirmed by Simplico in writing or in a verifiable manner.
3.5. The customer is obliged to check before concluding the contract whether the scope of services described in the offer meets his requirements.
3.6. Simplico is entitled to limit the duration of its offers.
3.7. After the expiry of an offer period, Simplico is no longer bound by prices, deadlines or service descriptions.
4. Customer's duty to cooperate
4.1. The customer shall provide all information, documents, access data, interfaces, systems, data, test data, contact persons, decisions, feedback and approvals required for the provision of services in a timely, complete and correct manner.
4.2. The customer must ensure that the data, content, access data, systems and interfaces provided may be used lawfully and transferred to Simplico.
4.3. The customer shall designate suitable contact persons who are technically and organizationally capable of making decisions, granting approvals and answering inquiries promptly.
4.4. The customer is obliged to review interim results, test versions, prototypes, concepts and implementation steps provided by Simplico within a reasonable timeframe and to provide feedback.
4.5. Delays, additional expenses, errors or reductions in quality resulting from the customer's lack of, delayed, incomplete or faulty cooperation shall not be the responsibility of Simplico.
4.6. Simplico is entitled to charge separately for any additional expenses incurred as a result.
4.7. Dates, deadlines and project plans will be postponed appropriately if the customer fails to fulfill his obligations to cooperate in a timely manner.
4.8. The customer is responsible for internal approvals, legal reviews, data protection reviews, technical reviews, data backups and organizational decisions.
5. Project workflow, pilot phase and change requests
5.1. Projects can consist in particular of analysis, conception, technical planning, pilot phase, prototyping, implementation, integration, testing phase, feedback loops, acceptance and go-live.
5.2. Larger projects regularly begin with a paid pilot project, a test phase, a technical validation, or an initial milestone.
5.3. The aim of a pilot project is to examine requirements, technical feasibility, data quality, process logic, interfaces, economic benefits and organizational feasibility.
5.4. A pilot project is not automatically equivalent to full production implementation.
5.5. Following successful completion of a pilot project, a separate production implementation can be agreed upon.
5.6. The production implementation constitutes a separate project or project phase and includes only those services, functions, integrations and automations that have been expressly agreed upon.
5.7. Change requests, additional functions, new integrations, additional interfaces, additional data sources, new evaluations, changed requirements, additional feedback loops or extensions outside the agreed scope of services are considered Change Requests.
5.8. Change requests may be offered and charged separately by Simplico.
5.9. Simplico is not obliged to implement additional services not agreed upon without a separate order.
5.10. If the scope of the project is expanded due to change requests from the customer, deadlines and timeframes will be extended accordingly.
5.11. Simplico may require that change requests be confirmed in writing or in a verifiable manner before implementation.
6. Prices, deposit and payment terms
6.1. The prices are based on the respective offer, contract, order confirmation or the agreed service description.
6.2. Prices can be agreed upon as flat rates, hourly rates, daily rates, milestone payments, monthly support fees, annual packages or ongoing usage or maintenance fees.
6.3. Unless expressly agreed otherwise, all prices are net prices plus statutory VAT.
6.4. Simplico is not a small business within the meaning of the small business exemption and generally issues invoices with VAT, unless a different tax regulation applies.
6.5. Invoices are due for payment within 7 calendar days of the invoice date without deduction, unless a different payment term is specified in the offer, contract or on the invoice.
6.6. Simplico is entitled to demand a down payment of 50% of the agreed fee before the start of a project, pilot project, milestone or project phase.
6.7. Simplico may also demand a down payment of 50% of the agreed fee for a later production implementation or complete solution.
6.8. Milestone payments may be agreed upon additionally or alternatively.
6.9. The remaining remuneration is due upon completion of the respective milestone, project phase, pilot project, production project or upon invoicing, unless otherwise agreed.
6.10. In case of late payment, Simplico is entitled to claim statutory default interest, reminder fees and appropriate costs of legal action.
6.11. In case of late payment, Simplico is entitled to suspend ongoing services, project work, support, maintenance, care, further development, go live or access until full payment of outstanding amounts.
6.12. Due to a justified break in performance, deadlines and time limits will be extended appropriately.
6.13. The customer's right of retention due to counterclaims that are not recognized or not legally established is excluded to the extent permitted by law.
7. Deadlines and Delays
7.1. Dates and deadlines are only binding if they have been expressly confirmed as binding in writing by Simplico.
7.2. Non-binding schedules, rough project plans, estimates or planned completion dates are for guidance only.
7.3. Deadlines depend in particular on the timely cooperation of the customer, approvals, access data, test data, third-party providers, API availability, data quality and technical accessibility of external systems.
7.4. Delays caused by lack of cooperation, late approvals, changed requirements, third-party problems, force majeure, technical malfunctions or other circumstances beyond Simplico's control shall extend agreed deadlines appropriately.
7.5. Simplico is not liable for delays that are not caused by Simplico.
7.6. In the event of significant delays, Simplico will inform the customer where possible and propose an adjusted plan.
8. Third-party providers, APIs and external systems
8.1. Simplico may use or integrate third-party providers, APIs, AI models, cloud services, CRM systems, ERP systems, email systems, calendar services, automation platforms, databases, hosting providers, analytics tools or other external systems to provide services.
8.2. The tools and service providers used may include, in particular, Anthropic, OpenAI, n8n, Google and similar providers.
8.3. The specific use of third-party providers depends on the project, the technical necessity, the service description and the data protection requirements.
8.4. To the extent that systems, platforms, APIs or services are not developed, operated or controlled by Simplico itself, Simplico assumes no responsibility for their permanent availability, security, functionality, interface stability, pricing, data processing, technical changes, blocks, API limits, failures or malfunctions.
8.5. Changes, restrictions, price increases, security incidents, API changes, contract changes or failures of third-party providers are outside of Simplico's control.
8.6. Additional expenses incurred due to changes, malfunctions, failures or limitations of external systems may be charged separately, provided that Simplico is not responsible for these circumstances.
8.7. The customer shall bear the costs for third-party licenses, API usage, cloud services, platform fees, usage fees, database costs or external tools, unless expressly agreed otherwise.
8.8. The customer is obliged to comply with the terms of use, license terms, data protection terms and security requirements of any third-party providers used, insofar as he is himself a contractual party to these third-party providers.
9. AI-specific regulations and AI agents
9.1. Simplico may deploy, develop or integrate AI-powered systems, AI agents, language models, classification models, analysis models, automation logics, decision support systems or other AI components.
9.2. Despite careful planning, configuration, testing and monitoring, AI systems may produce faulty, incomplete, unexpected, distorted, outdated, ambiguous or ambiguous results.
9.3. The customer remains responsible for the technical, economic, legal, organizational and content-related review of AI results.
9.4. This applies in particular to business-critical decisions, customer communication, contract conclusions, invoice data, payments, accounting data, personnel decisions, legally relevant processes or other essential business processes.
9.5. AI agents, automations and software solutions can perform external actions, in particular preparing or sending emails, structuring data, preparing invoice data, transferring information to systems, preparing CRM entries or performing other automated process steps.
9.6. Such external actions will only take place if they are provided for in the offer, contract or other written service description and the customer has agreed to their use.
9.7. The customer is obliged to establish suitable testing, approval, control, limitation and monitoring mechanisms.
9.8. Simplico makes no guarantee that AI systems or AI agents will at all times function flawlessly, completely, economically optimally, legally correctly, or free from unexpected behavior.
9.9. Simplico shall not be liable for economic disadvantages, incorrect decisions, consequential damages, data changes, communication errors or other consequences arising from AI results or AI agents, unless these are due to intent or gross negligence on the part of Simplico and to the extent permitted by law.
9.10. Simplico endeavors to promptly investigate and resolve reported malfunctions within the scope of technical possibilities and agreed support times.
9.11. The customer is obliged to inform Simplico immediately if AI systems, automations or AI agents deliver unexpected, erroneous or risky results.
9.12. If an AI application is to be classified as a regulated or particularly risky application, roles, duties, documentation, human supervision, logging, risk assessment and compliance measures must be agreed upon separately.
10. Data protection and data processing
10.1. The parties shall comply with the applicable data protection regulations, in particular the General Data Protection Regulation and the relevant Austrian data protection regulations.
10.2. Insofar as Simplico processes personal data on behalf of the customer, the parties shall conclude a separate data processing agreement in accordance with Art. 28 GDPR before the commencement of processing.
10.3. In this case, the customer remains responsible for the lawfulness of the data processing, the admissibility of the data provided, the information obligations towards data subjects, the data quality, the purposes of the processing and the instructions to Simplico.
10.4. Simplico processes personal data on behalf of the customer only on the basis of documented instructions from the customer, unless there is a legal obligation to the contrary.
10.5. Simplico will implement appropriate technical and organizational measures to the extent necessary and agreed upon for the respective service.
10.6. Simplico may use suitable sub-service providers, provided that this is stipulated in the data processing agreement, the offer or in any other agreement.
10.7. Customer data will generally not be processed outside the European Union or the European Economic Area, unless this is legally permissible, necessary for the provision of services and expressly authorized by the customer.
10.8. The customer is responsible for the compliance with data protection law of the processes, data sources, customer data, employee data, communication data and other personal data that he provides to Simplico.
10.9. Simplico is not obliged to legally review the data protection compliance of the data or processes provided by the customer, unless this has been expressly agreed upon as a consulting service.
10.10. Data protection documents, in particular data protection declarations, cookie notices, consent texts and data processing agreements, must be prepared separately and legally reviewed.
11. Usage rights, source code and intellectual property
11.1. All rights to concepts, workflows, automation logics, source codes, scripts, templates, frameworks, AI agent configurations, process models, system architectures, documentation, prompts, data models, technical solutions and other work results created by Simplico remain with Simplico, unless expressly agreed otherwise in writing.
11.2. This applies in particular to copyright usage rights, exploitation rights, adaptation rights, reuse rights, know-how, generic building blocks, methods and technical concepts, insofar as Simplico holds rights to them or can legally protect them.
11.3. Upon full payment, the customer receives a simple, non-exclusive, non-transferable right to use the final agreed end product for internal use within their own company.
11.4. The transfer of exclusive rights of use, source code, repositories, editing rights, distribution rights, resale rights, replication rights or rights to independent further development shall only take place against separate remuneration and express written agreement.
11.5. The handover or presentation of materials during the course of the project does not automatically give rise to a right of ownership, use, editing or exploitation for the customer.
11.6. Preliminary work, interim results, drafts, unfinished versions, test versions, prototypes, internal documentation, development notes, prompt structures, technical sketches, internal automation logics, frameworks, libraries and materials not yet finalized remain assigned to Simplico.
11.7. Only the expressly agreed final end product or the agreed final level of performance will be made available to the customer for use to the agreed extent.
11.8. Simplico is entitled to use general know-how, generic building blocks, reusable components, methods, frameworks, templates, non-customer-specific automation logics and technical experience for other projects and customers as well.
11.9. Any distribution, replication, transfer, licensing, publication, reproduction, rental, sublicensing or use by affiliated companies is prohibited without the express written consent of Simplico.
11.10. The use of the services by subsidiaries, sister companies, parent companies, affiliated companies, franchise partners, cooperation partners or third parties requires an explicit written agreement.
11.11. Until all outstanding amounts have been paid in full, all rights of use remain entirely with Simplico.
11.12. Open-source components, third-party software, APIs, libraries or external frameworks are subject to the respective license terms of the rights holders.
11.13. The customer is obliged to comply with these license terms insofar as they are relevant to the use of the solution.
12. Acceptance
12.1. Upon completion of an agreed service component, milestone, pilot project or final product, Simplico will make the service available to the customer for review.
12.2. The customer must inspect the service within 7 calendar days of its provision and report any significant defects specifically, comprehensibly and in writing, unless a different inspection period has been agreed.
12.3. A defect exists only if the service deviates significantly from the expressly agreed service description.
12.4. Additional requests not agreed upon, new functions, extensions, design changes, changed requirements, additional integrations or changed process logics are not considered defects, but rather change requests.
12.5. If the customer uses the service productively, releases it internally or externally, or does not report any significant defects within the inspection period, the service is considered accepted.
12.6. Interim results, test versions, prototypes, demos or drafts serve for coordination purposes and do not constitute a final deliverable unless they have been expressly submitted as final.
12.7. Partial acceptances are permitted.
12.8. Accepted partial services shall be deemed to have been rendered in accordance with the contract, provided that no hidden material defects exist.
13. Warranty
13.1. Simplico provides a warranty for justified defects in accordance with the statutory provisions, unless these General Terms and Conditions contain permissible deviating regulations.
13.2. Simplico is initially entitled to rectification or improvement.
13.3. A defect exists only if the delivered service deviates significantly from the expressly agreed service description.
13.4. There is no defect if a function, extension, integration, interface, evaluation or automation is requested by the customer but was not part of the agreed scope of services.
13.5. No warranty is provided for errors, malfunctions or damages caused by external systems, third-party providers, APIs, customer data, incorrect input, lack of cooperation, changes made by the customer, missing updates, improper use, unauthorized interventions or subsequent changes to the technical environment.
13.6. During ongoing support, supported systems, automations, AI agents, workflows, interfaces or software solutions may only be modified by the customer with the express consent of Simplico.
13.7. If the customer makes changes without consent, Simplico's warranty, support and maintenance obligations for any resulting errors, malfunctions or damages shall be void.
13.8. Without ongoing support, the customer may modify the solutions provided for internal purposes, provided that no rights of Simplico are infringed, no systems are replicated, no solutions are passed on, and no unauthorized usage rights are exercised.
13.9. In this case, the customer is responsible for maintenance, function, safety, further development and compatibility.
13.10. In the case of mutual business transactions, the duty to inspect and give notice of defects pursuant to Section 377 of the Austrian Commercial Code (UGB) must be observed in particular; according to this regulation, certain claims may be lost if notice of defects is not given.
14. Liability
14.1. Simplico is liable for damages only in cases of intent or gross negligence, to the extent permitted by law.
14.2. Liability for slight negligence is excluded to the extent permitted by law.
14.3. Liability for indirect damages, consequential damages, lost profits, lost revenue, data loss, business interruptions, reputational damage, lost business opportunities, customer's incorrect decisions, wasted expenses or damages arising from third-party systems is excluded to the extent permitted by law.
14.4. Simplico shall not be liable for economic, organizational, technical or legal consequences arising from automations, AI agents, software solutions, interfaces, workflows, evaluations or third-party systems that do not function or do not function as expected, unless these are due to intent or gross negligence on the part of Simplico.
14.5. Simplico is not liable for the security, availability, functionality, data processing or technical stability of software, platforms, APIs, AI models, cloud services or other systems that are not operated or controlled by Simplico itself.
14.6. The customer is responsible for adequate data backup, access controls, internal approvals, organizational security measures, review of business-critical processes and monitoring of automated processes.
14.7. Simplico does not guarantee that developed systems will be error-free, uninterrupted, completely secure, tamper-proof, or permanently compatible with all external systems at all times.
14.8. To the extent permitted by law, Simplico's liability is limited to the net fee of the order or project section concerned.
14.9. In the case of ongoing care, maintenance or support contracts, liability is limited, to the extent permitted by law, to the net fees of the last three months before the occurrence of the event giving rise to liability.
14.10. Liability for personal injury, mandatory legal claims and other liability that cannot be limited by law remains unaffected.
15. Maintenance, support and ongoing care
15.1. Maintenance, support, monitoring, troubleshooting, ongoing care, upkeep and further development are only owed if they have been expressly agreed upon.
15.2. Simplico offers ongoing care, maintenance, support and repair packages on a monthly or annual basis.
15.3. The specific service is defined in the respective offer, service contract or service level agreement.
15.4. Unless otherwise agreed, a six-month trial period may be agreed upon.
15.5. After the test phase, the minimum term for ongoing support packages is one year.
15.6. During the minimum contract period, ordinary termination is excluded unless expressly agreed otherwise.
15.7. Not included are new functions, major extensions, additional integrations, changes by third-party providers, data cleansing, special evaluations, strategic additional services, legal reviews or comprehensive system changes, unless these are expressly included in the support package.
15.8. Specific response times, emergency support, weekend support, 24/7 support or guaranteed solution times only apply if these have been expressly agreed upon in writing.
15.9. Simplico endeavors to investigate reported errors and malfunctions within a reasonable time and to rectify them within the scope of technical possibilities.
15.10. Unless otherwise agreed, Simplico does not provide permanent monitoring, 24/7 availability, or guaranteed troubleshooting within a few hours.
November 15th. Support will be provided via the agreed communication channels.
15.12. Outside of agreed support services, Simplico may charge for additional expenses at an hourly rate or via a separate offer.
16. Confidentiality
16.1. Both parties undertake to treat all confidential information of the other party as strictly confidential.
16.2. Confidential information includes, in particular, project plans, technical concepts, business processes, customer data, access data, internal documents, strategies, software architectures, workflows, automation logics, technologies used, source code, AI agent configurations, internal communications, economic information and other non-public information.
16.3. Disclosure of confidential information to third parties is only permitted with the prior written consent of the party concerned, unless there is a legal obligation to disclose it.
16.4. Simplico may disclose confidential information to its own agents, subcontractors or technical service providers, insofar as this is necessary for the performance of the contract and these are bound to confidentiality.
16.5. The obligation of confidentiality continues to apply even after the termination of the contract.
16.6. Information that is publicly known, was already lawfully known to the receiving party, or becomes publicly known without breach of these Terms and Conditions is not considered confidential.
16.7. The parties undertake to treat access data, API keys, passwords and other security-relevant information with particular care.
17. Reference
17.1. Simplico may only use the customer's name, logo, project description, screenshots, technical details or results as a reference with the customer's prior consent.
17.2. A case study, public project description, mention on the website, mention in presentations or publication on social media requires the customer's consent.
17.3. Simplico may reuse general, anonymized empirical data and non-confidential know-how from projects for its own purposes.
17.4. The use of confidential information in the context of references is excluded unless the customer expressly agrees.
18. Contract duration and termination
18.1. Project contracts generally end with complete performance, acceptance and payment.
18.2. Ongoing care, maintenance, support or repair contracts run for the respective agreed minimum term.
18.3. After a six-month trial period, the minimum term for ongoing support packages is one year, unless otherwise agreed.
18.4. The notice period for existing contracts is determined by the respective offer or contract.
18.5. If no notice period is agreed, the contract can be terminated with one month's notice to the end of the respective contract period, but not before the end of the agreed minimum term.
18.6. The right to extraordinary termination for good cause remains unaffected.
18.7. In particular, a significant reason exists in the case of substantial payment default, serious breach of contract, breach of confidentiality obligations, unauthorized disclosure of systems, replication of solutions or unauthorized interference with supported systems.
18.8. The customer shall pay for services already rendered, expenses incurred, ongoing third-party costs, booked licenses, milestones and costs incurred up to the point of termination.
18.9. Notices of termination must be in writing or in a verifiable electronic form.
19. Data release, project end and offboarding
19.1. After the project is completed, the customer will receive those final end products, exports, access information or documentation that were expressly agreed upon.
19.2. Internal working documents, unfinished drafts, interim results, test versions, internal documentation, development notes, repositories, source code, generic building blocks, frameworks, templates, prompt structures, internal automation logics or other materials not expressly agreed to be part of the final delivery scope are not to be released automatically.
19.3. Additional handovers, data exports, migrations, documentation, technical training, source code releases or offboarding services may be billed separately.
19.4. Simplico is entitled to retain copies of project-related documents to the extent necessary for documentation, legal defense, invoicing, warranty or fulfillment of statutory retention obligations.
19.5. Access data must be returned, deleted, changed or handed over at the customer's request after the project has ended, insofar as this is technically and legally possible.
19.6. The customer is obliged to inform the client in good time before the end of the project which data, exports or handovers he requires.
19.7. Unless otherwise agreed, Simplico is not obligated to provide any further maintenance, recovery, migration, further development or technical support after the project has ended.
20. Final Provisions
20.1. Austrian law shall apply, excluding conflict of laws rules and, where permissible, excluding the UN Convention on Contracts for the International Sale of Goods.
20.2. The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is, to the extent legally permissible, the competent court in Carinthia at the registered office or place of business of Simplico.
20.3. The place of performance is, to the extent legally permissible, the business location of Simplico.
20.4. Amendments and additions to these General Terms and Conditions or the contract must be in writing or verifiable electronic confirmation.
20.5. This also applies to a departure from the requirement of written form.
20.6. Should individual provisions of these Terms and Conditions be invalid, unenforceable or incomplete, the validity of the remaining provisions shall remain unaffected.
20.7. The ineffective or unenforceable provision shall be replaced by an effective provision that comes as close as possible to the economic purpose of the original provision.
20.8. The customer may only transfer rights and obligations arising from the contract to third parties with the prior written consent of Simplico.
20.9. Simplico may transfer rights and obligations under the contract to legal successors or affiliated companies, provided that the legitimate interests of the customer are not significantly impaired.